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19-159 HF&H Consultants, LLC, Review of Recology Special Maximum Rate Adjustment Request CITY OF IIIPROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTINO 1. PARTIES This Agreement is made and entered into as of September 12,2019 _ ("Effective Date") by and between the City of Cupertino, a municipal corporation ("City"), and HF&H Consultants,LLC ("Contractor") a Limited Liability Company for Review of Recolo Special Maximum Rate Adjustment Request 2. SERVICES Contractor agrees to provide the services and perform the tasks ("Services") set forth in detail in Scope of Services,attached here and incorporated as Exhibit A. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on January 23,2020 ("Contract Time"),unless terminated earlier as provided herein. Contractor's Services shall begin on September 12,2019 —and shall be completed by January 23,2020 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $ 15, 595.00 ("Contract Price"), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty(30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. Select one Review of Recology Special Maximum Rate Adjustment Request Page 1 of Professional/Consulting Contracts/Version:May22,2018 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits,worker's compensation or other benefits from the City. 5.2 Contractor's Qualifications.Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License. 5.4 Subcontractors. Only Contractor's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes. Contractor must pay income taxes on the money earned under this Agreement. Upon City's request, Contractor will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document or other information or work, in any medium(collectively, "Work Product"),prepared by Contractor in connection with this Agreement will be the exclusive property of the City and shall not be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of U.S.Code,all Work Product arising out of this Agreement is considered "works for hire" and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City's written approval. Select one Review of Recology Special Maximum Rate Adjustment Request Page 2 of 8 Professional/Consulting Contracts Version:May 22,2018 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked,or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement,to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides,except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor's performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four years from the date of City's final payment. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%)or more of the voting power of the business entity. 10. PUBLICITY/SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupertino" will be displayed in all pieces of publicity, including flyers,press releases,posters, brochures,public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract,without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold Select one Review of Recology Special Maximum Rate Adjustment Request Page 3 of 8 Professional/Consulting Contracts,i'ersion:lvfay 22,2018 harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers and consultants ("Indemnitees"), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs and expenses (including attorney fees, legal costs and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury,property damage,or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City's confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim, in accordance with California Public Contract Code Section 9201. At City's request, Contractor will assist City in the defense of a claim, dispute or lawsuit arising out of this Agreement. 11.3 Contractor's duties under this section are not limited to the Contract Price, workers' compensation payments, or the insurance or bond amounts required in the Agreement.Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order,or other transaction. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. Select one Review of Recology Special Maximum Rate Adjustment Request Page 4 of 8 Professional/Consulting Contracts Version:May 22,2018 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a"public works"component,Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS) or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee,a City employee,or any other person,by Contractor or its employees or sub-contractors will not be tolerated. 13.4 Conflicts of Interest.Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of the California Code of Regulations. Contractor agrees to abide by the City's rules governing gifts to public officials and employees. 13.5 Remedies.Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager.The City assigns Alex Wykoff _ as the City's representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time,and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Marva Sheehan as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City's Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be Select one Review of Recology Special Maximum Rate Adjustment Request Page 5 of 8 ProfessionaUConsulting Contracts%Version:May 22,2018 given reasonable time to assemble the work and close out the Services. With City's pre-approval in writing,the time spent in closing out the Services will be compensated up to a maximum of ten percent(10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW,VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute.If the Parties elect arbitration,the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action,files a complaint or cross-complaint,or pursues arbitration,appeal,or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto,the text of the main Agreement shall prevail. Select one Review of Recology Special Maximum Rate Adjustment Request Page 6 of 8 ProfessionaUConsulting Contracts Version:May 22,2018 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service,on the fifth calendar day after deposit in the United States Mail,postage prepaid, registered or certified,or the next business day following electronic submission: To City of Cupertino To Contractor: HF&H Consultants,LLC 10300 Torre Ave.,Cupertino CA 95014 201 N.Civic Dr.Suite 230 Walnut Creek,CA 94596 Attention:Alex Wykoff Attention: Marva Sheehan Email: AlexW@cupertino.org Email:msheehan@hfh-consultants.com 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if(a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, as amended from time to time, (b) is signed by the City Manager or an authorized designee, and (c) is approved for form by the City Attorney's Office. Select one Review of Recology Special Maximum Rate Adjustment Request Page 7 of 8 Professional/Consulting ContractslVersion:May 22,2018 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right,power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement,which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF,the parties have caused the Agreement to be executed. CONTRACTOR CITY OF CUPERTINO 1IF&H Consultants,LLC A Municipal Corporation Name Marva Sheehan Name Alex Wykoff Title Vice President Title Acting Environmental Programs Mgr Date_ cl/W/q _ __ Date Tax I.D. No.: 94-3097242 APPROVED AS TO FORM: "�X'J'a 24v.,.' r�' HEATHER M. MINNER Cupertino City Attorney ATTEST: GRACE SCHMIDT City Clerk Select one Review of Recology Special Maximum Rate Adjustment Request Page 8 of 8 Professional/Consulting Contracts Nersion:May 22,2018 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right,power,and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement,which constitutes a. legally binding obligation of Contractor. This Agreement may be executed in counterparts,each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WIIEREOF,the parties have caused the Agreement to be executed. CONTRACTOR CITY OF CUPERTINO HF&H Consultants,LLC A Municipal Corporation Name Marva Sheehan Name Alex Wykoff Title Vice President Title Acting Environmental Programs Mgr Date—1 -1 Date Tax LD.No.: 94-3097242 APPROVED AS TO FORM: HEATHER M.MINNER Cupertino City Attorney ATTEST: GRACE SCHMIDT City Clerk �r Z� Select one Review of Recolopy Special Maximum Rate Adjustment Request Page 8 of 8 Professional/Consulting Contracts/Verston:May 22,1028 Managing Tomorrow's Resources Today 201 N.Civic Drive,Suite 230 Robert D.Hilton,CIVIC Emeritus Walnut Creek,California 94596 John W.Farnkopf,PE Telephone:925/977-6950 Laith B.Ezzet,CIVIC Fax:925/977-6955 Richard J.Simonson www.hfh-consultants.com Marva M.Sheehan,CPA Robert C.Hilton,CIVIC September 10, 2019 Mr.Alex Wykoff Environmental Programs Specialist Public Works Department City of Cupertino 10300 Torre Avenue Cupertino CA 95014 Subject: Proposal to Assist in the Special Maximum Rate Adjustment Review Dear Mr. Wykoff: HF&H Consultants, LLC (HF&H) is pleased to submit this proposal to the City of Cupertino (City) to assist in the review of the Special Maximum Rate Adjustment Request from Recology South Bay(Recology). Unique Qualifications HF&H prides itself in having assisted municipal agencies throughout California and other regions of the United States in developing and maintaining successful solid waste and recycling services for over 30 years. In order to avoid any potential or perceived conflicts of interest, we only serve municipal agencies. Our mission statement speaks to our desire to provide our clients with viable solutions as they navigate an ever-changing world. Our mission is to provide environmentally, economically, and socially responsible planning,financial,and management consulting assistance to achieve our clients'vision of a sustainable future. HF&H Consultants,LLC Our project director, Marva Sheehan, CPA, and our project manager, Scott Holt, collectively have over 48 years of experience managing the financial side of solid waste operations. Thirty-one of those years were as controllers for a private garbage company. With her experience as a CPA and ex-controller, Ms. Sheehan has the background to interpret the "audited" package submitted by the hauler. Her 14 years as a consultant will enable her to review the application within the specific context of the contract requirements. It is Ms. Sheehan's and Mr. Holt's collective experience that provides the City with a unique perspective on the extraordinary rate adjustment request. The impacts of the government of China's decision to limit recyclable materials entering the country has significantly changed the recyclable commodity markets. The post-processing operations and markets have shifted to other countries with the revenues being received by U.S operators dropping significantly for certain materials. Historically, many local diversion programs were partially or fully funded by such recyclable materials' commodity revenue. Like the City, many other agencies have had either their solid = � Managing Tomorrow's Resources Today Mr. Alex Wykoff September 10, 2019 Page 2 of 3 waste collection contractor or material recovery facilities (MRFs) request financial relief. HF&H is currently assisting several of these agencies as they maneuver through dilemmas caused by China's "Blue Sky" policies. Since early last year, such guidance has included: 1) evaluating the recycling market impact as part of the annual rate adjustment process; 2) reviewing extraordinary review requests; 3) providing possible changes to the current agreements; and 4) addressing the "new" recycling market implications in new contracts. Scope of Work We will perform the scope of work described below for a not to exceed fee of $15,595. We have provided a list of tasks we will complete along with the proposed staff and the required hours to complete each task. If additional effort is required (e.g., more telephone conferences, meetings or additional analysis),we will obtain approval prior to proceeding. SCOPE OF WORK 1. Review of Special Maximum Rate Adjustment Request— a. We will meet with the City staff and confirm our scope of work satisfies the needs of the City. b. We will perform a high level review of the package and confirm the package meets the requirements of Section 12.3 and is responsive to City's requests for additional data. c. We will validate Recology's supporting data to verify it is consistent and accurate. d. We will determine Recology's actual costs and identify: i. Recology's actual cost increase from the previous amount received from processor. ii. Recology's cost increase for all materials. iii. Recology's actual costs less revenue from recycling commodities not affected by National Sword. e. We will summarize our findings and discuss any variances with Recology for clarification. 2. Other Technical Assistance— a. We will provide additional technical assistance to the City on an as-needed basis. Such assistance may include research on activities and pricing from other processing facilities for comparison purposes. i. Please note that the City may find that it needs to revise its current contract in response to these issues. We have not budgeted hours to assist the City in this manner but would be glad to amend the project scope and budget to include this task. 3. Communication of Findings— a. We will provide a draft letter report summarizing our findings and recommendations to the City and Recology for comments. b. We will update the draft report based on the comments received and issue a final report. We have not budgeted attending City Council meetings, but would be glad to do so on an additional time and materials basis. = � ManagingTomorrow's Resources Today Mr.Alex Wykoff September 10, 2019 Page 3 of 3 Proposed Budget BU DG ET Proposed< Total i $120 Hours Cost Task 1 Review of Special Maximum Rate 10 12 22 0 44 $ 8,330 Adjustment Request Task 2 Other Technical Assistance 2 4 4 0 10 $ 1,990 Task 3 Communication of Findings 4 7 9 5 25 $ 4,475 Engagement Management 1 1 1 0 3 $ 630 Total Labor-Al I Tasks 17 24 36 5 82 $ 15,425 Out-of-Pocket Expenses $ 170 Total Budget $ 15,595 Schedule We are prepared to start the project immediately upon receiving authorization to proceed. We look forward to assisting the City of Cupertino with this important project. If you have any questions regarding our proposal, I can be reached directly at (925)977-6961 or msheehan@hfh-consultants.com. Sincerely, HF&H CONSULTANTS, LLC ( � Marva M. Sheehan, CPA Vice President ATTACHMENT B: SCHEDULE OF PERFORMANCE Task Completion Date 1. Commence Engagement Upon receipt of signed contract 2. Review of Documents submitted by Recology and City October 4,2019 3. Draft Letter Report to City and Recology October 11,2019 4. Final Letter Report to City and Recology October 18,2019 Note: Schedule may fluctuate based on the timeliness of responses from Recology and/or the City. HF&H Consultants, LLC Page B-1 EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MVM UMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location(ISO Form CG 25 03 or 25 04)or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be(i)the minimum coverage/limits specified in this agreement; or(ii)the broader coverage and maximum limits of coverage of any insurance policy,whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance,provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability:ISO CA 00 01 covering any auto (including owned,hired,and non-owned autos)with limits no less than$1,000,000 per accident for bodily injury and property damage. 3. Workers'Compensation: As required by the State of California,with Statutory Limits and Employer's Liability Insurance of no less than$1,000,000 per occurrence for bodily injury or disease. O Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five(5)years after completion of the Services. c. If coverage is canceled or non-renewed,and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date,the Consultant must purchase"extended reporting"coverage for a minimum of five(5)years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh.D-Insurance Requirements for Design Professionals&Consultants Contracts Form Updated Feb. 2018 1 Additional Insured Status The City of Cupertino, its City Council,officers, officials, employees, agents,servants and volunteers ("Additional Insureds")are to be covered as additional insureds on Consultant's CGL policy. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance(at least as broad as ISO Form CG 20 10(11/85)or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insluance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment ofpremiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City's option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M.Best Rating of A-VII,orbetter. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements(or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above,City shall be entitled to coverage for the higher insurance limits maintained byConsultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk,prior experience,insurer or other special circumstances,with not less than ninety(90)days prior written notice. Exh.D-Insurance Requirements for Design Professionals&Consultants Contracts Form Updated Feb. 2018 2 ACC) CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 09/03/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Dylon Riley Newfront Insurance Services,LLC PHONE EX (415)754-3635 FAX No 101 2nd Street E-MAIL ADDRESS: yon.ry@ d lile newfrontinsurance.com Suite 525 INSURER(S)AFFORDING COVERAGE NAIC# San Francisco CA 94105 INSURER A: Citizens Insurance Company of America 31534 INSURED INSURER B: Citizens Insurance Company Of America 31534 HF&H Consultants,Inc. INSURER C: Citizens Insurance Company of America 31534 INSURER D: Hartford Casualty Insurance Company 29424 201 N Civic Dr#230 INSURER E: Gemini Insurance Company 10833 Walnut Creek CA 94596 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLSUBR LTR TYPE OF INSURANCE VD /Y POLICY NUMBER MM/DDYYY MM/DD/YYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES Ea occurrence $ 1,000,000 CLAIMS-MADE a OCCUR MED EXP(Any one person) $ 10,000 A X X OBF-D681476-02 09/06/2019 09/06/2020 PERSONAL&ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 4,000,000 X POLICY PRO LOC $ JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT INCLUDED Ea accident $ ANY AUTO BODILY INJURY(Per person) $ B ALL OWNED SCHEDULED X X OBF-D681476-02 09/06/2019 09/06/2020 BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS Ix NON-OWNED PROPERTY DAMAGE $ AUTOS Per accident X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 3,000,000 C EXCESS LIAB CLAIMS-MADE X X OBF-D681476-02 09/06/2019 09/06/2020 AGGREGATE $ 3,000,000 DED I I RETENTION$ $ WORKERS COMPENSATION X WC STATU- OTH- Y/N AND EMPLOYERS'LIABILITY O Y L S I I E ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 D OFFICER/MEMBER EXCLUDED? ❑ N/A X 57 WEC ZR5765 09/06/2019 09/06/2020 (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1$ 1,000,000 E Professional Liability VCPL065988 09/06/2019 09/06/2020 Each Claim-$2,000,000 Aggregate-$2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) RE:City of Cupertino,The City of Cupertino, Its City Council,Officers,Officials, Employees,Agents,Servants and Volunteers are to be covered as additional insureds.Coverage is primary and non-contributory.Waiver of Subrogation applies.30 Day Notice of Cancellation applies. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Ave. AUTHORIZED REPRESENTATIVE Cupertino CA 95014 P �Y2_V_L ACORD 25(2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES Limits Page 1. Additional Insured by Contract, Agreement or Permit Included 1 2. Additional Insured - Broad Form Vendors Included 2 3. Alienated Premises Included 3 4. Broad Form Property Damage - Borrowed Equipment, Customers Included 3 Goods and Use of Elevators 5. Incidental Malpractice (Employed Nurses, EMT's and Paramedics) Included 3 6. Personal and Advertising Injury- Broad Form Included 4 7. Product Recall Expense Included 4 Product Recall Expense Each Occurrence Limit $25,000 5 Occurrence Product Recall Expense Aggregate Limit $50,000 5 Aggregate Product Recall Deductible $500 5 8. Unintentional Failure to Disclose Hazards Included 6 9. Unintentional Failure to Notify Included 6 This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below. The following changes are made to SECTION II - (2) Premises you own, rent, lease or LIABILITY: occupy; or 1. Additional Insured by Contract, Agreement or (3) Your maintenance, operation or use of Permit equipment leased to you. The following is added to SECTION II - b. The insurance afforded to such additional LIABILITY, C.Who Is An Insured: insured described above: Additional Insured by Contract, Agreement or (1) Only applies to the extent permitted by Permit law; and a. Any person or organization with whom you (2) Will not be broader than the insurance agreed in a written contract, written which you are required by the contract, agreement or permit to add such person or agreement or permit to provide for such organization as an additional insured on additional insured. your policy is an additional insured only with (3) Applies on a primary basis if that is respect to liability for "bodily injury", required by the written contract, written "property damage", or "personal and agreement or permit. advertising injury" caused, in whole or in part, by your acts or omissions, or the acts (4) Will not be broader than coverage or omissions of those acting on your behalf, provided to any other insured. but only with respect to: (5) Does not apply if the "bodily injury", (1) "Your work" for the additional insured(s) "property damage" or "personal and designated in the contract, agreement or advertising injury"is otherwise excluded permit; from coverage under this Coverage Part, including any endorsements thereto. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc.,with its permission. Page 1 of 6 The Hanover Insurance Group_ OBF D681476 5701751 c. This provision does not apply: The most we will pay on behalf of the (1) Unless the written contract or written additional insured for a covered claim is the agreement was executed or permit was lesser of the amount of insurance: issued prior to the "bodily injury", 1. Required by the contract, agreement or "property damage", or "personal injury permit described in Paragraph a.; or and advertising injury". 2. Available under the applicable Limits of (2) To any person or organization included Insurance shown in the Declarations. as an insured by another endorsement This endorsement shall not increase the issued by us and made part of this applicable Limits of Insurance shown in the Coverage Part. Declarations (3) To any lessor of equipment: e. All other insuring agreements, exclusions, (a) After the equipment lease expires; or and conditions of the policy apply. (b) If the "bodily injury", "property 2. Additional Insured - Broad Form Vendors damage", "personal and advertising The following is added to SECTION II - injury" arises out of sole negligence LIABILITY, C.Who Is An Insured: of the lessor. (4) To any: Additional Insured - Broad Form Vendors (a) Owners or other interests from whom a. Any person or organization that is a vendor land has been leased if the with whom you agreed in a written contract "occurrence" takes place or the or written agreement to include as an offense is committed after the lease additional insured under this Coverage Part is an insured, but only with respect to liability for the land expires; or for "bodily injury" or "property damage" (b) Managers or lessors of premises if: arising out of "your products" which are (i) The "occurrence" takes place or distributed or sold in the regular course of the offense is committed after the vendor's business. you cease to be a tenant in that b. The insurance afforded to such vendor premises; or described above: (ii) The "bodily injury", "property (1) Only applies to the extent permitted by damage", "personal injury" or law; "advertising injury" arises out of (2) Will not be broader than the insurance structural alterations, new which you are required by the contract or construction or demolition agreement to provide for such vendor; operations performed by or on behalf of the manager or lessor. (3) Will not be broader than coverage 5 To "bodilyinjury", " ro"property damage" or provided to any other insured; and ( ) pi p Y � g 4 Does not apply if the "bodily " personal and advertising Injury' arising ( ) pp Y y injury , out of the rendering of or the failure to "property damage" or "personal and render any professional services. advertising injury" is otherwise excluded This exclusion applies even if the claims from coverage under this Coverage Part, against any insured allege negligence or including any endorsements thereto other wrongdoing in the supervision, c. With respect to insurance afforded to such hiring, employment, training or vendors, the following additional exclusions monitoring of others by that insured, if apply: the "occurrence" which caused the The insurance afforded to the vendor does "bodily injury" or "property damage" or not apply to: the offense which caused the "personal 1 "Bodily in ur or "property dama e" for and advertising injury involved the ( ) y Y . g rendering of or failure to render any which the vendor is obligated to pay professional services by or for you. damages by reasons of the assumption of liability in a contract or agreement. This d. With respect to the insurance afforded to exclusion does not apply to liability for these additional insureds, the following is damages that the insured would have in added to SECTION II - LIABILITY, D. Liability the absence of the contract or and Medical Expense Limits of Insurance: agreement; (2) Any express warranty unauthorized by you; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 2 of 6 OBF D681476 (3) Any physical or chemical change in the The most we will pay on behalf of the vendor product made intentionally by the for a covered claim is the lesser of the vendor; amount of insurance: (4) Repackaging, unless unpacked solely for 1. Required by the contract or agreement the purpose of inspection, described in Paragraph a.; or demonstration, testing, or the 2. Available under the applicable Limits of substitution of parts under instruction Insurance shown in the Declarations; from the manufacturer, and then repackaged in the original container; This endorsement shall not increase the 5 An failure to make such inspection, applicable Limits of Insurance shown in the ( ) Y p adjustments, tests or servicing as the Declarations. vendor has agreed to make or normally 3. Alienated Premises undertakes to make in the usual course SECTION II - LIABILITY, B. Exclusions, 1. of business in connection with the sale Applicable To Business Liability Coverage k. of the product; Damage to Property, paragraph (2) Is replaced by (6) Demonstration, installation, servicing or the following: repair operations, except such (2) Premises you sell, give away or abandon, if operations performed at the vendor's the "property damage arises out of any part premises in connection with the sale of of those premises and occurred from hazards the product; that were known by you, or should have (7) Products which, after distribution or sale reasonably been known by you, at the time by you, have been labeled or relabeled the property was transferred or abandoned. or used as a container, part or 4. Broad Form Property Damage - Borrowed ingredient of any other thing or Equipment,Customers Goods, Use of Elevators substance by or for the vendor; a. The following is added to SECTION II - (8) "Bodily injury" or "property damage" LIABILITY, B. Exclusions, 1. Applicable To arising out of the sole negligence of the Business Liability Coverage, k. Damage to vendor for its own acts or omissions or Property: those of its employees or anyone else Paragraph (4) does not apply to "property acting on its behalf. However, this exclusion does not apply to: damage" to borrowed equipment while at a jobsite and not being used to perform (a) The exceptions contained within the operations. exclusion in subparagraphs (4) or (6) Paragraph (3), (4) and (6) do not apply to above; or "property damage" to "customers goods" (b) Such inspections, adjustments, tests while on your premises nor to the use of or servicing as the vendor has elevators. agreed to make or normally b. For the purposes of this endorsement, the couundertakes to make n with t of business, connection the usual following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses with the distribution or sale of the Definitions: products. (9) "Bodily injury" or "property damage" 1. "Customers goods" means property of arising out of an "occurrence" that took your customer on your premises for the place before you have signed the purpose of being: contract or agreement with the vendor. a. Worked on; or (10)To any person or organization included b. Used in your manufacturing process. as an insured by another endorsement c. The insurance afforded under this provision is issued by us and made part of this excess over any other valid and collectible Coverage Part. property insurance (including deductible) (11)Any insured person or organization, available to the insured whether primary, from whom you have acquired such excess, contingent or on any other basis. products, or any ingredient, part or container, entering into, accompanying 5. Incidental Malpractice - Employed Nurses, EMT's or containing such products. and Paramedics d. With respect to the insurance afforded to SECTION II - LIABILITY, C. Who Is An Insured, these vendors, the following is added to paragraph 2.a.(1)(d) does not apply to a nurse, SECTION II - LIABILITY, D. Liability and Medical Expense Limits of Insurance: 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc.,with its permission. Page 3 of 6 The Hanover Insurance Group.. OBF D681476 5701751 emergency medical technician or paramedic o. Recall of Products, Work or Impaired employed by you if you are not engaged in the Property is replaced by the following: business or occupation of providing medical, o. Recall of Products, Work or Impaired paramedical, surgical, dental, x-ray or nursing Property services. 6. Personal Injury -Broad Form Damages claimed for any loss, cost or expense incurred by you or others for a. SECTION II - LIABILITY, B. Exclusions, 2. the loss of use, withdrawal, recall, Additional Exclusions Applicable only to inspection, repair, replacement, "Personal and Advertising Injury", paragraph adjustment, removal or disposal of: e. is deleted. (1) "Your product"; b. SECTION II - LIABILITY, F. Liability and (2) "Your work"; or Medical Expenses Definitions, 14. "Personal and advertising injury", paragraph b. is (3) "Impaired property"; replaced by the following: If such product, work or property is P Y b. Malicious prosecution or abuse of withdrawn or recalled from the market or process. from use by any person or organization c. The following is added to SECTION II - because of a known or suspected defect, LIABILITY, F. Liability and Medical Expenses deficiency, inadequacy or dangerous Definitions, Definition 14. "Personal and condition in it, but this exclusion does not apply to "product recall expenses" advertising injury": that you incur for the "covered recall" of "Discrimination" (unless insurance thereof is "your product". prohibited by law) that results in injury to the feelings or reputation of a natural person, However, the exception p the exclusion " does not apply to "product recall but only if such "discrimination is: expenses„ resulting from: (1) Not done intentionally by or at the (4) Failure of any products to accomplish direction of: their intended purpose; (a) The insured; (5) Breach of warranties of fitness, (b) Any officer of the corporation, quality, durability or performance; director, stockholder, partner or (6) Loss of customer approval, or any member of the insured; and cost incurred to regain customer (2) Not directly or indirectly related to an approval; "employee", not to the employment, (7) Redistribution or replacement of prospective employment or termination "your product" which has been of any person or persons by an insured. recalled by like products or d. For purposes of this endorsement, the substitutes; following definition is added to SECTION II - (8) Caprice or whim of the insured; LIABILITY, F. Liability and Medical Expenses Definitions: (9) A condition likely to cause loss of 1. "Discrimination" means the unlawful which any insured knew or had treatment of individuals based upon race, reason to know at the inception of color, ethnic origin, gender, religion, age, this insurance; or sexual preference. "Discrimination" (10)Asbestos, including loss, damage or does not include the unlawful treatment clean up resulting from asbestos or of individuals based upon developmental, asbestos containing materials; or physical, cognitive, mental, sensory or (11)Recall of "your products" that have emotional impairment or any no known or suspected defect solely combination of these. because a known or suspected e. This coverage does not apply if liability defect in another of "your products" coverage for "personal and advertising has been found. injury" is excluded either by the provisions of b. The following is added to SECTION II - the Coverage Form or any endorsement LIABILITY, C. Who Is An Insured, paragraph thereto. 3.b.: 7. Product Recall Expense "Product recall expense" arising out of any a. SECTION II - LIABILITY, B. Exclusions, 1. withdrawal or recall that occurred before you Applicable To Business Liability Coverage, acquired or formed the organization. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 4 of 6 OBF D681476 c. The following is added to SECTION II - of a deductible amount, you shall LIABILITY, D. Liability and Medical Expenses promptly reimburse us for the part of the Limits of Insurance: deductible amount we paid. Product Recall Expense Limits of Insurance The Product Recall Expense Limits of a. The Limits of Insurance shown in the Insurance apply separately to each SUMMARY OF COVERAGES of this consecutive annual period and to any endorsement and the rules stated below remaining period of less than 12 months, fix the most that we will pay under this starting with the beginning of the policy Product Recall Expense Coverage period shown in the Declarations, unless the regardless of the number of: policy period is extended after issuance for an additional period of less than 12 months. (1) Insureds; In that case, the additional period will be (2) "Covered Recalls" initiated; or deemed part of the last preceding period for 3 Number of " our products" the purposes of determining the Limits of ( ) Y P Insurance. withdrawn. b. The Product Recall Ex Aggregate d. The following is added to SECTION II - ExpenseLIABILITY, E. Liability and Medical Expense Limit is the most that we will reimburse General Conditions, 2. Duties in the Event of you for the sum of all "product recall Occurrence, Offense, Claim or Suit: expenses" incurred for all "covered recalls initiated during the policy period. You must see to it that the following are done in the event of an actual or anticipated c. The Product Recall Each Occurrence "covered recall" that may result in "product Limit is the most we will pay in recall expense": connection with any one defect or deficiency. (1) Give us prompt notice of any discovery d. All "product recall expenses" in or notification that "your product" must P P be withdrawn or recalled. Include a connection with substantially the same description of "your product" and the general harmful condition will be reason for the withdrawal or recall; deemed to arise out of the same defect or deficiency and considered one (2) Cease any further release, shipment, "occurrence". consignment or any other method of e. An amount reimbursed for "product distribution of like or similar products Y P until it has been determined that all recall expenses" in connection with any such products are free from defects that one "occurrence" will reduce the amount of the Product Recall Expense Aggregate could be a cause of loss under this pinsurance. Limit available for reimbursement of product recall expenses in connection e. For the purposs of this endorsement, the with any other defect or deficiency. following definitions are added to SECTION f. If the Product Recall Expense Aggregate II - LIABILITY, F. Liability and Medical Limit has been reduced by Expenses Definitions: reimbursement of "product recall 1. "Covered recall" means a recall made expenses" to an amount that is less than necessary because you or a government the Product Recall Expense Each body has determined that a known or Occurrence Limit, the remaining suspected defect, deficiency, Aggregate Limit is the most that will be inadequacy, or dangerous condition in available for reimbursement of "product "your product" has resulted or will result recall expenses" in connection with any in "bodily injury" or "property damage". other defect or deficiency. 2. "Product recall expense(s)" means: g. Product Recall Deductible a. Necessary and reasonable expenses We will only pay for the amount of for: "product recall expenses" which are in (1) Communications, including radio excess of the $500 Product Recall or television announcements or Deductible. The Product Recall printed advertisements including Deductible applies separately to each stationary, envelopes and "covered recall". The limits of insurance postage; will not be reduced by the amount of this deductible. We may, or will if required by law, pay all or any part of any deductible amount, if applicable. Upon notice of our payment 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 5 of 6 The Hanover Insurance Group.. OBF D681476 5701751 (2) Shipping the recalled products (1) If the "products - completed operations from any purchaser, distributor or hazard" is excluded from coverage under user to the place or places this Coverage Part including any designated by you; endorsement thereto; or (3) Remuneration paid to your (2) To "product recall expense" arising out of regular "employees" for any of "your products" that are otherwise necessary overtime; excluded from coverage under this (4) Hiring additional persons, other Coverage Part including endorsements than your regular "employees"; thereto. (5) Expenses incurred by"employees" 8• Unintentional Failure to Disclose Hazards including transportation and The following is added to SECTION II - accommodations; LIABILITY, E. Liability and Medical Expenses (6) Expenses to rent additional General Conditions: warehouse or storage space; Representations (7) Disposal of "your product", but We will not disclaim coverage under this only to the extent that specific Coverage Part if you fail to disclose all hazards methods of destruction other than existing as of the inception date of the policy those employed for trash provided such failure is not intentional. discarding or disposal are 9. Unintentional Failure to Notify required to avoid "bodily injury" The followingis added to SECTION II or "property damage" as a result LIABILITY, 2 Liabili and Medical Expenses of such disposal, General Conditions, Duties in the Event of you incur exclusively for the purpose Occurrence, Offense, Claim or Suit: of recalling "your product"; and Your rights afforded under this Coverage Part b. Your lost profit resulting from such shall not be prejudiced if you fail to give us "covered recall". notice of an "occurrence", offense, claim or "suit", f. This Product Recall Expense Coverage does solely due to your reasonable and documented not apply: belief that the "bodily injury", "property damage" or "personal and advertising injury" is not covered under this Policy. ALL OTHER TERMS, CONDITIONS,AND EXCLUSIONS REMAIN UNCHANGED. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 6 of 6 Hanover Insurance Group_ OBF D681476 5701751 POLICY NUMBER: BUSINESSOWNERS BP06860517 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA- HIREDAUTOAND NON-OWNED AUTO LIABILITY This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Coverage Additional Premium A. Hired Auto Liability $ INCLUDED B. Non-owned Auto Liability $ INCLUDED Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Insurance is provided only for those coverages B. For insurance provided by this endorsement for which a specific premium charge is shown in only: the Declarations or in the Schedule. 1. The exclusions under Paragraph B.1. 1. Hired Auto Liability Applicable To Business Liability Coverage in The insurance provided under Paragraph Section II - Liability, other than Exclusions a., A.I. Business Liability in Section II - Liability b., d., f. and I. and the Nuclear Energy applies to "bodily injury" or "property Liability Exclusion, are deleted and replaced damage" arising out of the maintenance or by the following: use of a "hired auto" by you or your a. "Bodily injury" to: "employees" in the course of your business. (1) An "employee" of the insured arising 2. Non-owned Auto Liability out of and in the course of: The insurance provided under Paragraph (a) Employment by the insured; or A.I. Business Liability in Section II - Liability (b) Performing duties related to the applies to "bodily injury" or "property conduct of the insured's business; damage" arising out of the use of any or "non-owned auto" in your business by any (2) The spouse, child, parent, brother or person. sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and BP 06 86 05 17 Copyright, Insurance Services Office, Inc., 2016 Page 1 of 2 OBF D681476 (2) To any obligation to share damages b. Any partner or "executive officer" for with or repay someone else who must any "auto" owned by such partner or pay damages because of injury. officer or a member of his or her This exclusion does not apply to: household; (1) Liability assumed by the insured c. Any person while employed in or under an "insured contract"; or otherwise engaged in duties in connection with an "auto business", (2) "Bodily injury" arising out of and in other than an "auto business" you the course of domestic employment by operate; the insured unless benefits for such d. The owner or lessee of whom y ou are injury are in whole or in part either payable or required to be provided a sublessee) of a "hired auto" or the under any workers' compensation law. owner of a "non-owned auto" or any agent or "employee" of any such b. "Property damage" to: owner or lessee; or (1) Property owned or being transported e. Any person or organization for the by, or rented or loaned to the insured; or conduct of any current or past partnership or joint venture that is not (2) Property in the care, custody or shown as a Named Insured in the control of the insured. Declarations. 2. Paragraph C.Who Is An Insured in Section II C. For the purposes of this endorsement only, - Liability is replaced by the following: Paragraph H. Other Insurance in Section III 1. Each of the following is an insured under - Common Policy Conditions is replaced by the this endorsement to the extent set forth following: below: This insurance is excess over any primary a. You; insurance covering the "hired auto" or "non-owned auto". b. Any other person using a "hired auto" D. The following additional definitions apply: with your permission; c. For a "non-owned auto": 1. "Auto business" means the business or occupation of selling, repairing, servicing, (1) Any partner or "executive officer" storing or parking "autos". of yours; or 2. "Hired auto" means any "auto" you lease, (2) Any "employee" of yours; hire, rent or borrow. This does not include but only while such "non-owned auto" any "auto" you lease, hire, rent or borrow is being used in your business; and from any of your "employees", your partners d. Any other person or organization, but or your "executive officers" or members of only for their liability because of acts their households. or omissions of an insured under a., b. 3. "Non-owned auto" means any "auto" you do or c. above. not own, lease, hire, rent or borrow which is 2. None of the following is an insured: used in connection with your business. This includes "autos" owned by your a. Any person engaged in the business "employees", your partners or your of his or her employer for "bodily "executive officers", or members of their injury" to any co-"employee" of such households, but only while used in your person injured in the course of business or your personal affairs. employment, or to the spouse, child, parent, brother or sister of that co-"employee" as a consequence of such "bodily injury", or for any obligation to share damages with or repay someone else who must pay damages because of the injury; Page 2 of 2 Copyright, Insurance Services Office, Inc., 2016 BP 06 86 05 17 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 57 WEC ZR5765 Endorsement Number: Effective Date: 09/06/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: HF&H CONSULTANTS LLC 201 N CIVIC DR STE 230 WALNUT CREEK CA 94596 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers'compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 07/28/19 Policy Expiration Date: 09/06/20 Hanover Insurance Group.. OBF D681476 5701751 1. SECTION I - PROPERTY, if two or more of However, if you agree in a written this coverage part's coverages apply to contract, written agreement, or the same loss or damage, we will not pay written permit that the insurance more than the actual amount of the loss or provided to any person or damage. organization included as an 2. SECTION II - LIABILITY, it is our stated Additional Insured under this intent that the various Coverage Parts, Coverage Part is primary and forms, endorsements or policies issued to non-contributory, we will not seek the named insured by us, or any company contribution from any other affiliated with us, do not provide any insurance available to that Additional duplication or overlap of coverage for the Insured which covers the Additional same claim, "suit", "occurrence", offense, Insured as a Named Insured except: accident, "wrongful act" or loss. We will (1) For the sole negligence of the not pay more than the actual amount of Additional Insured; or the loss or damage. (2) When the Additional Insured is If this Coverage Part and any other an Additional Insured under Coverage Part, form, endorsement or another liability policy. policy issued to the named insured by us, b. Excess Insurance or any company affiliated with us, apply to the same claim, "suit", occurrence, This insurance is excess over: offense, accident, "wrongful act" or loss, (1) Any of the other insurance, the maximum Limit of Insurance under all whether primary, excess, such Coverage Parts, forms, contingent or on any other basis: endorsements or policies combined shall ( ) a That is Fire, Extended not exceed the highest applicable Limit of Coverage, Builder's Risk, Insurance under any one Coverage Part, Covelage, Risk or similar form, endorsement or policy. Instalcoverage for "your work"; This condition does not apply to any b That is Property Insurance for Excess or Umbrella Policy issued by us ( ) remises rented to you or specifically to apply as excess insurance temporarily rented yy y over this policy. with permissionoccof Ithe owneru G. Liberalization If we adopt any revision that would broaden (c) b you to hat is insurance eourrliability d the coverage under this policy without as a tenant for "propert additional premium within 45 days prior to or damage" to premises rented during the policy period, the broadened to you or temporarily coverage will immediately apply to this policy. occupied by you with H. Other Insurance permission of the owner; or 1. SECTION I - PROPERTY (d) If the loss arises out of the If there is other insurance covering the maintenance or use ofaircraft, "autos" or watercraft same loss or damage, we will pay only for to aircraft, the extent not subject to the amount of covered loss or damage in SECTION - LIABILITY, excess of the amount due from that other Exclusion g. Aircraft, Auto or insurance, whether you can collect on it or Watercraft; and not. But, we will not pay more than the applicable Limit of Insurance of SECTION 1 (2) Any other primary insurance - PROPERTY. available to you covering liability 2. SECTION 11 - LIABILITY for damages arising out of the premises or operations, or the If other valid and collectible insurance is products and completed available to the insured for a loss we operations, for which you have cover under SECTION II - LIABILITY, our been added as an additional obligations are limited as follows: insured by attachment of an a. Primary Insurance endorsement. This insurance is primary except when When this insurance is excess, we paragraph b. below applies. If this will have no duty under SECTION 11 - LIABILITY to defend the insured insurance is primary, our obligations against any "suit" if any other are not affected unless any of the insurer has a duty to defend the other insurance is also primary. Then, insured against that "suit". If no other we will share with all that other insurer defends, we will undertake to insurance by the method described in paragraph c. below. do so, but we will be entitled to the 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 79 of 81 4 Hanover Insurance Group.. OBF D681476 5701751 a. Prior to a loss to your Covered We waive any right of recovery we may Property. have against any person or b. After a loss to your Covered Property organization with whom you have a only if, at time of loss, that party is written contract, permit or agreement one of the following: to waive any rights of recovery against such person or organization because of (1) Someone insured by this payments we make for injury or insurance; damage arising out of your ongoing (2) A business firm: operations or "your work" done under a (a) Owned or controlled by you; contract with that person or organization and included in the or "products-completed operations (b) That owns or controls you; or hazard". (3) Your tenant. This condition does not apply to You may also accept the usual bills of Medical Expenses Coverage. lading or shipping receipts limiting the L. Transfer of Your Rights and Duties Under liability of carriers. This Policy This will not restrict your insurance. Your rights and duties under this policy 2. Applicable to SECTION II - LIABILITY may not be transferred without our written Coverage: consent except in the case of death of an individual Named Insured. If you die, your If the insured has rights to recover all or rights and duties will be transferred to your part of any payment we have made legal representative but only while that under this Coverage Part, those rights legal representative is acting within the are transferred to us. The insured must scope of their duties as your legal do nothing after loss to impair such representative. Until your legal rights. At our request, the insured will representative is appointed, anyone with bring "suit' or transfer those rights to us proper temporary custody of your property and help us enforce them. will have your rights and duties but only with respect to that property. 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 81 of 81